What chapter in the Augusta Lawn Care FDD discusses resale, transfer, renewal, and closing?

[Item 23: RECEIPTS]

9.2 Franchisee's Condition Right to Transfer

You understand and acknowledge that the rights and duties set forth in this Agreement are personal to You, and that Augusta Lawn Care has granted this franchise in reliance of Your (or, if You are a corporation, partnership, or limited liability company, your principals) business skill, financial capacity and personal character. Accordingly, neither You nor any immediate or remote successor to any part of Your interest in this Agreement, nor any individual, partnership, limited liability company, corporation or other legal entity, which directly or indirectly owns any interest in You, shall sell, assign, transfer, convey, pledge, encumber, merge or give away (collectively, "transfer") this Agreement, any direct or indirect interest in You, or in all or substantially all of the assets of the Franchise without prior written consent of Augusta Lawn Care Any purported assignment or transfer not having the written consent of Augusta Lawn Care, required by Section 9.3, shall be null and void and shall constitute a material breach of this Agreement, for which Augusta Lawn Care may immediately terminate without opportunity to cure pursuant to Section 10.2.1 of this Agreement. The foregoing remedies shall be in addition to any other remedies Augusta Lawn Care may have under this Agreement or at law or in equity.

9.3 Conditions of Transfer

Franchisee shall notify Augusta Lawn Care in writing of any proposed transfer of this Agreement, any direct or indirect interest in You, or in all or substantially all of the assets of Augusta Lawn Care Business, at least thirty (30) days before such transfer is proposed to take place. Augusta Lawn Care shall not unreasonably withhold its consent to any transfer. Augusta Lawn Care may, in its sole discretion, require any or all of the following as conditions of its approval:

• (a) That all of Your accrued monetary obligations and all other outstanding obligations to Franchisor and its affiliates have been satisfied;

• (b) That You are not in default of any provision of this Agreement, any amendment or addendum hereof or successor hereto, or any other agreement between You and Augusta Lawn Care or its affiliates;

• (c) That the transferor shall have executed a general release, in a form prescribed by Augusta Lawn Care, of any and all claims against Augusta Lawn Care and its

• affiliates, and their respective officers, directors, agents, shareholders, and employees;

• (d) That the transferor (and, if the transferee is other than an individual, such owners of a beneficial interest in the transferee as Augusta Lawn Care may request) demonstrate to Augusta Lawn Care's satisfaction that it meets Augusta Lawn Care's educational, managerial and business standards; possesses a good moral character, business reputation and credit rating; has the aptitude and ability to operate the Augusta Lawn Care Business (as may be evidenced by prior related business experience or otherwise); and has adequate financial resources and capital to operate the Augusta Lawn Care Business, taking into consideration the purchase price paid by the transferee for the Augusta Lawn Care Business;

• (e) That (1) at Augusta Lawn Care's option, (a) the transferee (and, if the transferee is other than an individual, such owners of a beneficial interest in the transferee as Augusta Lawn Care may request) enter into a written assignment, in a form satisfactory to Augusta Lawn Care, assuming and agreeing to discharge all of Your obligations under this Agreement, or (b) the transferee(s) execute, for a term ending on the expiration date of this Agreement and with such renewal term(s) as may be provided by this Agreement, the Augusta Lawn Care's then-current form of franchise agreement and other ancillary agreements as Franchisor may require for the Augusta Lawn Care Business, which agreements shall supersede this Agreement in all respects, and the terms of which may differ from the terms of this Agreement, including, without limitation, higher royalty fees, advertising contributions, or other fees, and a smaller or modified Territory, except that the transferee shall not be required to pay any initial franchise fee; and (2) the transferee's principal guaranty the performance of all such obligations in writing in a form satisfactory to Augusta Lawn Care;

• (f) That You remain liable for all of the obligations to Augusta Lawn Care in connection with the Augusta Lawn Care Business which arose prior to the effective date of the transfer and execute any and all instruments reasonably requested by Augusta Lawn Care to evidence such liability;

• (g) That the transferee (or, if the transferee is a corporation, partnership or limited liability company, a principal of the transferee acceptable to Augusta Lawn Care) and the transferee's manager (if transferee or transferee's principal will not manage the Augusta Lawn Care Business), at the transferee's expense, have successfully completed any training programs then in effect upon such terms and conditions as Augusta Lawn Care may reasonably require and pay Augusta Lawn Care the thencurrent training fee;

• (h) Augusta Lawn Care approves the terms and conditions of the transfer agreement between transferor and transferee; and

(i) You pay to Augusta Lawn Care a transfer fee of $15,000; however, in the case of a transfer to a corporation or limited liability company formed by You for the convenience of ownership (as determined by Augusta Lawn Care in its sole discretion), no such transfer fee shall be required.

9.5 Death or Mental Incapacity

Upon the death, physical or mental incapacity of any person with an interest in this Agreement, in You, or in all or substantially all of the assets of the Business, the executor, administrator, or personal representative of such person shall transfer such interest to a third party approved by Augusta Lawn Care within six (6) months after such death or mental incapacity. Such transfers, including, without limitation, transfers by devise or inheritance, shall be subject to the same conditions as any inter vivos transfer. In the case of transfer by devise or inheritance, if the heirs or beneficiaries of any such person are unable to meet the conditions in this Section 9, the executor, administrator, or personal representative of the decedent shall transfer the decedent's interest to another party approved by Augusta Lawn Care within a reasonable time, which disposition shall be subject to all the terms and conditions for transfers contained in this Agreement. If the interest

is not disposed of within a reasonable time, Franchisor may terminate this Agreement, pursuant to Section 10 hereof.

10. TERMINATION OF FRANCHISE

10.1 Termination by Consent of the Parties

This Agreement may be terminated upon the mutual consent of the parties.

4.5.2 Renewal

You shall have the option to renew this Agreement for one (1) renewal term (the "Renewal Term"), with such Renewal Term being for a period of ten (10) years subject to your satisfaction of the following conditions, all of which shall be met before each renewal:

• (a) You and Your Related Parties are in Good Standing under this Agreement, and any other Agreement between Augusta Lawn Care and You, and You and Your Related Parties are in compliance with the Manual;

• (b) You shall give Augusta Lawn Care written notice of Your election to renew not less than six (6) months nor more than twelve (12) months prior to the end of the then-current term;

• (c) You and any Related Parties that have signed this Agreement shall have signed a copy of the then-current Franchise Agreement (except with respect to the renewal provisions thereof, which shall not supersede this Section 4.5.2) not less than thirty (30) days before the expiration of the then-current term, or thirty (30) days after You receive a signature-ready copy of the then-current Franchise Agreement from Augusta Lawn Care, whichever is later; and

• (d) You and Your Related Parties that are parties to this Agreement shall have executed a general release, in a form satisfactory to Augusta Lawn Care, of any and all claims against Augusta Lawn Care and its Related Parties affiliates successors and assigns and their respective directors, officers, shareholders, partners, agents, representatives, servants, and employees in their corporate and individual capacities, including, without limitation, claims arising under this Agreement, any other agreement between You and Augusta Lawn Care or its affiliates, and federal, state, and local laws and rules.

The provisions of the standard franchise agreement in use by Augusta Lawn Care at the time of renewal may be materially different than those contained in this Agreement, including, but not limited to, provisions for increased royalties, advertising, and other fees. You hereby acknowledge and agree that Your right to renew this Agreement shall be contingent upon Your execution of the then-current form of franchise agreement and acceptance of the new provisions.

Source: Item 23 — RECEIPTS (FDD pages 44–184)